VALLEY NATIONAL BANCORP (NYSE:VLY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On February 13, 2019, Valley National Bank (the “Bank”), a wholly-owned subsidiary of Valley National Bancorp (the “Company”), entered into an agreement for the purchase and sale of real property (the “Sale Agreement”) with Oak Street Real Estate Capital Fund IV REIT, LLC, an affiliate of Oak Street Real Estate Capital (“Oak Street”), providing for the sale to Oak Street of 29 properties owned and operated by the Bank, 28 of which are operated as branches (the “Branches”) and one of which is operated as a corporate office (collectively, the “Properties”) for an aggregate cash purchase price of approximately $107 million. Each of the Properties is located in New Jersey.
Under the Sale Agreement, the Bank has agreed, concurrently with the closing of the sale of the Properties, to enter into triple net lease agreements (the “Lease Agreements”) with Oak Street to which the Bank will lease each of the Properties. Subject to the right of the Bank to terminate certain of the Lease Agreements at the end of the twelfth year, each of the Lease Agreements will have initial terms of fifteen years. Each Lease Agreement will provide the Bank with five consecutive renewal options of five years each. The Lease Agreements also will include a 2% annual rent escalation during the initial term and the renewal terms.
The Company expects the transaction to close in the first or second quarter of 2019 and is subject to Oak Street performing satisfactory due diligence on the Properties.
The sale-leaseback transaction is expected to result in a pre-tax gain of approximately $81 million (after transaction related expenses). Aggregate first year rent expense under the Lease Agreements will be approximately $7.5 million pretax and will be partially offset by the elimination of the amortization expense on the buildings and the investment of the proceeds.
The foregoing description of the Sale Agreement and the Lease Agreements is a summary and is qualified in its entirety by the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form8-K and incorporated by reference herein.
Item 1.01 Regulation FD Disclosure
The Company issued a press release concurrently with the signing of the Sale Agreement which is filed as Exhibit 99.1 hereto. The press release shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
| Item 1.01 | Financial Statements and Exhibits |
(d)Exhibits
| 99.1 | Press Release issued February 13, 2019 |
The Press Release disclosed in this Item 1.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.
VALLEY NATIONAL BANCORP Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY this agreement FOR PURCHASE AND SALE OF REAL PROPERTY (this “Agreement”) is made as of this 13th day of February,…
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About VALLEY NATIONAL BANCORP (NYSE:VLY)
Valley National Bancorp is the bank holding company for Valley National Bank (the Bank). The Bank provides a range of commercial, retail, insurance and wealth management financial services products. The Company’s segments include Consumer Lending; Commercial Lending; Investment Management, and Corporate and Other Adjustments. The consumer lending segment includes its residential mortgages, home equity loans and automobile loans. The commercial lending segment primarily includes floating rate and adjustable rate commercial and industrial loans, as well as fixed rate owner occupied and commercial real estate loans. The investment management segment includes the Company’s investments in various types of securities, its federal funds sold and interest-bearing deposits with banks (primarily the Federal Reserve Bank of New York). The Bank has over 230 branches serving northern and central New Jersey, the New York City boroughs of Manhattan, Brooklyn, Queens and Long Island, and Florida.